MEMBERSHIP INTERESTS PURCHASE AGREEMENT

This Membership Interests Purchase Agreement (“ Agreement ”) is made as of November 28, 2008, by Tampa Farm Service, Inc., a Florida corporation (“ Seller ”), TFS Holdings, Inc., a Florida corporation (“ TFS Holdings ”), and Michael H. Bynum, Blair M. Bynum and Samuel G. Bynum (each, a “ Shareholder ,” and collectively, the “ Shareholders ”), and Cal-Maine Foods, Inc., a Delaware corporation (“ Buyer ”).

For many years, Seller has engaged, directly and through Okeechobee Egg Company, Inc. (“ Okeechobee Egg ”) and other Affiliates, in the production, grading, packaging and distribution of shell eggs and related activities, including the production and milling of feed for laying hens and pullets, the distribution of third-party non-egg products (including meat, dairy and juice) along with its own eggs (“ Business ”). In order to facilitate the sale of the Business, Seller desires to convey all of the assets but none of the liabilities of the Business to Tampa Farms, LLC, a Florida limited liability company (the “ Company ”). Accordingly, Seller desires to sell, and Buyer desires to purchase, all of the issued and outstanding membership interests (the “ Membership Interests ”) of the Company for the consideration and on the terms set forth in this Agreement. Capitalized terms which are used in this Agreement and not defined shall have the meaning ascribed to them in Section 11 of this Agreement. The parties agree as follows:

The background information set forth above is hereby incorporated into the body of this Agreement. Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer the Membership Interests to Buyer free and clear of all Encumbrances, and Buyer will purchase the Membership Interests from Seller.

The purchase price (the “ Purchase Price ”) for the Membership Interests will be $60,672,000, reduced or increased by the Adjustment Amount, and the parties’ pro rata share of taxes, rent, utilities, and other expenses associated with the Company which shall be prorated between Buyer and Seller as of the Inventory Date as described in Section 1.9 below

The purchase and sale (the “ Closing ”) provided for in this Agreement will take place at the offices of Seller’s counsel at 1801 North Highland Ave., Tampa, FL 33602, at 10:00 a.m. EST on December 5, 2008 (the “ Closing Date” ), or at such other time and place as the parties may agree in writing. Subject to the provisions of Section 9 , failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 1.3 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement.

Notwithstanding the foregoing or anything to the contrary herein, if the Adjustment Amount causes the Purchase Price, in Buyer’s or Seller’s reasonable opinion, to meet the Hart-Scott-Rodino Antitrust Improvements Act (“ HSR Act ”) reporting thresholds, then the Closing shall be delayed for a reasonable amount of time to allow for an appropriate filing and clearance under the HSR Act.

At or prior to the Closing:

The Adjustment Amount (which may be a positive or negative number) will be equal to (a) the actual Inventory and Other Current Assets Amount as of the Inventory Date determined in accordance with the valuation methodology set forth in Section 1.8 below, minus (b) the Target Inventory and Other Current Assets Amount.

(a)   On the Closing Date, the Seller will prepare a statement of the Company’s actual Inventory and Other Current Assets Amount as of the Inventory Date (the “ Inventory and Other Current Assets Amount Statement ”) in accordance with Section 1.8 hereto. Seller will deliver the Inventory and Other Current Assets Amount Statement to Buyer on the Closing Date. The parties will conduct a mutual physical count of the Company’s Inventory on Saturday, November 29, 2008. If within 30 days following delivery of the Inventory and Other Current Assets Amount Statement, Buyer has not given Seller notice of its objection to the Inventory and Other Current Assets Amount Statement (such notice must contain a statement of the basis of Buyer’s objection), then the Inventory and Other Current Assets Amount reflected in the Inventory and Other Current Assets Amount Statement will be used in computing the Adjustment Amount. If Buyer gives such notice of objection, then the parties shall promptly meet (in any event within five days of the notice of dispute) and attempt in good faith to resolve such dispute. All reasonable requests for information by one party to the other shall be honored. If the matter has not been resolved within 72 hours of the beginning of Buyer and Seller’s meeting, issues in dispute will be submitted to the Tampa office of Ernst & Young, LLP Certified Public Accountants (the “ Accountants ”), for resolution. Accountants shall resolve such dispute as quickly as possible, but in any event within five business days of its receipt thereof. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Seller will each bear 50% of the fees of the Accountants for such determination.

(b)   On the tenth business day following the final determination of the Adjustment Amount, if the Purchase Price is greater than the aggregate of the payments made pursuant to Sections 1.4(b)(i) and 1.4(b)(ii) , Buyer will pay the difference to Seller, and if the Purchase Price is less than such aggregate amount, the Escrow Agent, to the extent of the Escrowed Funds, and Seller will pay the difference to Buyer. Seller’s obligation to pay such difference shall in no way be limited to the then current balance of such Escrowed Funds. Payments must be made in immediately available funds. Payments to Seller must be made by wire transfer to the bank account specified in Part 1.4(b)(i) of the Disclosure Letter. Payments to Buyer must be made by the Escrow Agent and/or Seller, as applicable, by wire transfer to such bank account as Buyer will specify.

The Purchase Price shall be allocated among the assets of the Company as set forth on Schedule 1.7 to this Agreement, and the amounts allocated to the assets on such schedule are deemed to be the fair market value thereof by the parties. The parties acknowledge and agree that the allocations set forth on Schedule 1.7 shall also control Buyer’s tax basis in the Membership Interests. The parties shall each adopt and utilize the values on Schedule 1.7 for purposes of filing IRS Form 8594 and all federal, state, and other tax returns and elections filed by each of them (unless otherwise required by Law), and each of them will not voluntarily take any position inconsistent therewith upon examination of any such tax return, in any audit, proceeding, or otherwise with respect to such returns. The parties each agree to provide promptly the other with any other information required to complete IRS Form 8594 or such other federal, state and other tax returns and elections that may apply.

All packaging materials, egg inventories, grain, finished feed, feed ingredients and additives, veterinary supplies/medicines, laying hen flocks, pullet flocks, and other inventory set forth below shall be jointly inventoried and valued by Seller and Buyer on the Inventory Date . Such inventory shall be valued by the parties using the valuation methods set forth below. Additionally, the Company’s interest in American Egg Products, LLC (“ AEP ”) shall be valued as of the Inventory Date, and the Company’s prepaid property insurance shall be valued as of the Inventory Date, each in the manner set forth below.

(a)   Flock Inventories . The price for all of the Company’s flocks of commercial layers and pullets shall be the value of such flocks as shown on the Interim Balance Sheet amortized or accreted to the Inventory Date, provided , however , that such values are computed in a manner consistent in all respects with past practices of Seller and the Company and the actual quantity of birds as of the Inventory Date is reasonably acceptable to Buyer. The quantity of birds may be established by a check of perpetual house records, actual count, or spot check, as reasonably agreed to by the parties;

(b)   Egg Inventories . The price for the Company’s egg inventories shall be the market price thereof as of the Inventory Date. The quantity of eggs present on the Inventory Date shall be established by joint inventory of Seller and Buyer, as reasonably agreed. As used herein “ market price ” is agreed to be the actual selling price of Seller adjusted to FOB Company plant, less one cent per dozen;

(c)   Packaging Materials and Fuel . The price for all usable packing materials and fuel shall be the actual net cost to Seller which shall reflect any rebates or credits consistent with historical records and practices, verified to Buyer’s satisfaction. The quantity shall be determined by physical count/measurement, excluding obsolete inventories or material that cannot be used in the normal course of business;

(d)   Finished Feed and Feed Ingredients . All finished feed and feed ingredients shall be valued at cost of ingredients plus actual milling and delivery costs, verified to Buyer’s satisfaction. The quantity of finished feed and feed ingredients shall be determined by Seller and Buyer by a physical count (or by using reasonable methods of estimation where a physical count is impractical) at mill and farm storage tanks and bins;

(e)   Veterinary Supplies . The price for all current and usable vaccines, medications, and feed supplements in inventory as of the Inventory Date shall be Seller’s actual cost, net of all rebates and credits, verified to Buyer’s satisfaction;

(f)   Membership Interests in AEP . The price for all of the Company’s membership interests in AEP shall be the respective net book value of such interests on the books of AEP as of the Inventory Date; and

(g)   Prepaid Property Insurance . Prior to the Closing Date, Seller shall assign its property insurance policies and coverage and related boiler and machinery riders to the Company. Such prepaid property insurance will be prorated as of the Inventory Date. No other insurance shall be assigned, valued or prorated between the parties.

(a)   Taxes . Ad valorem, personal property taxes and any other taxes or assessments relating to the Company and its business for the year in which the Closing occurs shall be prorated to midnight as of the Inventory Date and Buyer will assume payment of all such unpaid taxes and assessments as of the Inventory Date. If the result of the prorations results in the Seller owing the Buyer money, then the Seller’s portion of such taxes and assessments shall be withheld from the cash portion of the Purchase Price payable under Section 1.2 . Conversely, if the result of the prorations results in the Buyer owing the Seller money, then the Purchase Price shall be increased and the Buyer shall pay such additional amounts to the Seller in accordance with the procedures set forth in Section 1.4 . If the Closing occurs before the tax rate is fixed for the year in which the Closing occurs, the proration of taxes shall be made using the tax rate and the assessed valuation of the next preceding tax year; but when the tax rate and the assessed valuations are fixed for the year of Closing, the proration of taxes between Seller and Buyer shall be adjusted, if necessary, so that such proration is based on the actual taxes levied or assessed against the Company for the year of the Closing. Such adjustment, if required, shall be made in cash between Buyer and Seller within 30 days after the tax rate and the assessed valuation have been fixed by the applicable taxing authorities.

(b)   Real Property Tax Rebate . The Company receives an annual rebate of a portion of the real estate taxes that it pays on its real property located in Hillsborough County Florida (the “ Tax Rebate ”). The Tax Rebate for 2008 will be paid by Hillsborough County to the Company after the Closing and will be prorated between Buyer and Seller. Buyer shall, upon receipt of the Rebate, promptly remit to Seller a pro rata portion of the Rebate based upon the percentage of days that Seller owned the real property in 2008.

(c)   Rent and Utilities . The Company’s rent and utilities shall be prorated to midnight on the Inventory Date and Seller’s portion of such items shall be withheld from the cash portion of the Purchase Price payable under Section 1.2 .

(d)   Deposits; Rebates . The Seller shall be entitled to all deposits under the lease agreements and contracts that it is transferring to the Company and any rebates accrued as of the Inventory Date, including, but not limited to the rebate from CSX for the period ending on the Inventory Date.

(a)   Profit and Loss . The parties agree that beginning at 12:00 midnight on the Inventory Date, Buyer shall assume possession of, and shall operate the assets and Business of the Company. All profit, losses and expenses after 12:00 midnight on the Inventory Date generated by the Business shall be for the account of Buyer and shall be Buyer’s responsibility.

(b)   Risk of Loss; Insurance . The risk of loss as to the Company, except as otherwise provided for herein, shall shift from Seller to Buyer at 12:00 midnight on the Inventory Date. Seller alone shall be responsible for maintaining insurance coverage on the Company and the operations of the Business until 12:00 midnight on the Inventory Date. Buyer alone shall be responsible for maintaining insurance coverage on such the Company and the operations of the Business after 12:00 midnight on the Inventory Date.

(c)   Conditions Precedent to Closing . Between the Inventory Date and the Closing Date, notwithstanding any other provision of this Agreement, the Buyer shall be required to obtain the written consent of the Seller prior to taking any material action affecting the Business.

Seller represents and warrants to Buyer as follows:

(a)   The Company is a limited liability company and Seller and Okeechobee Egg are corporations, each duly organized, validly existing, and in good standing under the laws of Florida, with full power and authority to conduct the Business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under this Agreement. The Company, Okeechobee Egg and Seller are each duly qualified to do business as a foreign limited liability company and foreign corporations, respectively, and are each in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification.

(b)   Seller has delivered to Buyer copies of its, the Company’s and Okeechobee Egg’s Organizational Documents, as currently in effect.

This Agreement constitutes the legal, valid, and binding obligation of Seller, TFS Holdings and the Shareholders, enforceable against Seller, TFS Holdings and the Shareholders in accordance with its terms. Upon the execution and delivery by Seller (and, where applicable, TFS Holdings and/or the Shareholders) of the Escrow Agreement, Seller’s Release, the Transition Services Agreement and the Noncompetition Agreements (collectively, the “ Seller’s Closing Documents”), the Seller’s Closing Documents will constitute the legal, valid, and binding obligations of Seller, TFS Holdings and the Shareholders, enforceable against Seller, TFS Holdings and the Shareholders, in accordance with their respective terms. Seller, TFS Holdings and the Shareholders have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Seller’s Closing Documents and to perform its, his or their obligations under this Agreement and the Seller’s Closing Documents. Except as set forth in Part 2.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will require the consent of any third parties, conflict with or constitute a violation of any provisions of the Organizational Documents or any applicable law, regulation or contract to which Seller, the Company or Okeechobee Egg is subject or a party.

The authorized equity securities of the Company consist of 10,000 units of membership interests, of which 1,000 membership units are issued and outstanding and constitute the Membership Interests. The authorized equity securities of Okeechobee Egg consist of 10,000 shares of common stock, of which 1,000 are issued and outstanding (the “ Okeechobee Egg Stock ”) and all of which are owned by the Company. Seller is and will be on the Closing Date the sole record and beneficial owner and holder of the Membership Interests and the Okeechobee Egg Stock, free and clear of all Encumbrances. All of the outstanding equity securities of the Company and Okeechobee Egg have been duly authorized and validly issued and are fully paid and nonassessable. There are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities of the Company or Okeechobee Egg. None of the outstanding equity securities or other securities of the Company or Okeechobee Egg was issued or acquired in violation of the Securities Act or any other Legal Requirement. Except as set forth in Part 2.3 of the Disclosure Letter, the Company does not own, nor does it have any Contract to acquire, any equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business.

Seller has delivered to Buyer: (a) an unaudited balance sheet of the Business as at December 31, 2007 (including the notes thereto, the “ Balance Sheet ”), and the related unaudited statement of operations for the fiscal year then ended; and (b) an unaudited balance sheet of the Business at November 1, 2008 (the “ Interim Balance Sheet ”) and the related unaudited statement of operations for the ten months then ended. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders’ equity, and cash flow of the Business as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet); the financial statements referred to in this Section 2.4 reflect the consistent application of such accounting principles throughout the periods involved.

Part 2.5 of the Disclosure Letter contains a complete and accurate list of all real property and material tangible personal property of the Company (other than inventory acquired in the ordinary course of business). Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller, the Company, Okeechobee Egg, TFS Holdings or the Shareholders and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own, including but not limited to all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed in Part 2.5 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business and consistent with past practices), and all of the properties and assets purchased or otherwise acquired by Seller or the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practices). All properties and assets reflected in the Balance Sheet, the Interim Balance Sheet and Part 2.5 of the Disclosure Letter are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) liens for current taxes not yet due, and (b) with respect to real property, those matters set forth in the Commitment, and zoning laws and other land use restrictions noted in the Commitment delivered to and accepted by Buyer in accordance with Section 7.8 of this Agreement. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of any other Person.

The buildings, plants, structures, equipment and other property of the Company are structurally sound, in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that would be expected of buildings, plants, structures and equipment of the age of the Company’s property, as applicable. The building, plants, structures, equipment and other property of the Company are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing.

Except as otherwise set forth in Part 2.8 of the Disclosure Letter: (a) all inventory of the Company reflected in the Interim Balance Sheet, consists of a quality and quantity usable and salable in the Ordinary Course of Business; (b) all inventories (other than laying hens and egg inventories) have been priced at cost on a first in, first out basis; (c) all laying hen inventory have been priced at cost, less depreciation, on a first in, first out basis; and (d) all egg inventories have been priced at market on a first in, first out basis. The quantities of each item of inventory (whether raw materials, work-in-process, or finished goods) are not excessive, but are reasonable in the present circumstances of the Company.

(a)   Seller and the Company have filed or caused to be filed on a timely basis all Tax Returns that are or were required to be filed by or with respect to either of them, either separately or as a member of a group of business entities, pursuant to applicable Legal Requirements. Part 2.9 of the Disclosure Letter contains a complete and accurate list of, all such Tax Returns filed since December 31, 2005. Seller and the Company have paid, or made provision for the payment of, all Taxes shown on such Tax Returns, except such Taxes, if any, as are listed in Part 2.9 of the Disclosure Letter and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Balance Sheet.

(b)   Part 2.9 of the Disclosure Letter contains a complete and accurate list of all audits of any federal or state Tax Return filed by or on behalf of Seller or the Company for any taxable year ending on or after December 31, 2004, including a reasonably detailed description of the nature and outcome of each audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled, or, as described in Part 2.9 of the Disclosure Letter, are being contested in good faith by appropriate proceedings. Part 2.9 of the Disclosure Letter describes all adjustments to the United States federal income Tax Returns filed by Seller and any company or any group of corporations including any company for all taxable years since December 31, 2004, and the resulting deficiencies proposed by the IRS. Except as described in Part 2.9 of the Disclosure Letter, neither Seller nor the Company has given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes of Seller, the Company or for which Seller or the Company may be liable, except waivers or extensions that have expired prior to the date of this Agreement.

(c)   To the Knowledge of Seller, TFS Holdings and the Shareholders the charges, accruals, and reserves with respect to Taxes on the respective books of Seller and the Company are adequate (determined in accordance with GAAP) and are at least equal to Seller’s or the Company’s liability for Taxes. There exists no proposed written tax assessment against Seller or the Company except as disclosed in the Interim Balance Sheet or in Part 2.9 of the Disclosure Letter. No consent to the application of Section 341(f)(2) of the IRC has been filed with respect to any property or assets held, acquired, or to be acquired by Seller or the Company. All material Taxes that Seller or the Company is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person.

(d)   All Tax Returns filed by (or that include on a consolidated basis) Seller or the Company are true, correct, and complete in all material respects. There is no tax sharing agreement that will require any payment by Seller or the Company after the date of this Agreement. Except as set forth on Part 2.9(d) of the Disclosure Letter, neither Seller nor the Company is, or within the five-year period preceding the Closing Date has been, an “S” corporation.

Part 2.10 of the Disclosure Letter sets forth a list of all pension plans, as defined in Section 3.2 of the Employment Retirement Income Security Act of 1974, as amended (“ ERISA ”) maintained by Seller or the Company or otherwise covering the employees of the Business and all bonus, profit sharing, option, or other types of employee benefit plans, arrangements with employees for bonuses, incentive compensation, deferred compensation, vacations, severance pay, retirement insurance, health insurance, health plans or other employee benefits (the “ Plans ”) maintained by Seller or the Company in which the employees of the Business are participating. Copies of all Plans described in the preceding sentence have been delivered to Buyer. Such Plans shall remain with or be transferred and assigned to Seller prior to the Closing. Where applicable, the Plans are qualified under § 401(a) of the Internal Revenue Code of 1986 as amended (the “ Code ”) and the related Trusts are exempt under § 501(a) of the Code. None of the Plans have accumulated any funding deficiency (as defined in ERISA and § 412 of the Code) whether or not waived, and until the Closing Date all contributions to the Plans as necessary to satisfy the minimum funding requirements under ERISA have been and will be made prior to the date they are due. Except as set forth in Part 2.10 of the Disclosure Letter: (a) there has been no violation of the reporting and disclosure requirements imposed under ERISA or the Code for which any penalty in a material amount has been or may be imposed with respect to any Plan; (b) no Plan has any liability of any nature other than for routine payments to be made in due course to participants and beneficiaries; (c) no event has occurred which would constitute a prohibited transaction under Section 406 of ERISA; (d) there are no lawsuits or claims which have been or will be, prior to Closing, asserted or instituted against the assets of any trust under the Plans or against of the Plans; (e) there are no investigations pending by any governmental authority of the assets of any trust under the Plans or against any of the Plans; and (f) none of the Plans is a “ Multi-Employer Plan ” as defined in Section 3(37) of ERISA, as amended by the Multi-Employer Pension Plan Amendment Act of 1980.

(b)   Part 2.11 of the Disclosure Letter contains a complete and accurate list of all governmental licenses, franchises, permits, privileges, immunities, approvals and other governmental authorizations (the “ Governmental Authorizations ”) that are held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Part 2.11 of the Disclosure Letter is in full force and effect. Except as set forth in Part 2.11 of the Disclosure Letter:

Except as set forth and described in Part 2.12 of the Disclosure Letter, there is no instance in which Seller or the Company (or any predecessor) is or, within the five years immediately preceding the Closing Date, was (a) subject to any unsatisfied Order or (b) a party or, to the Knowledge of Seller, the Shareholders or the Company, threatened to be made a party, to any Proceeding. Except as set forth and described in Part 2.12 of the Disclosure Letter, to the Knowledge of Seller, the Shareholders and the Company, no event has occurred or circumstances exist that could give rise to or serve as a basis for the commencement of any Proceeding. Except as set forth and described in Part 2.12 of the Disclosure Letter, there are no Proceedings pending or, to the Knowledge of Seller, the Shareholders and the Company, threatened that question the validity of or materially affect this Agreement, any of the Contemplated Transactions, Seller or the Company. Seller has delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 2.12 of the Disclosure Letter.

Except as set forth in Part 2.13 of the Disclosure Letter, since the date of the Interim Balance Sheet, Seller, Okeechobee Egg and the Company have conducted the Business only in the Ordinary Course of Business and there has not been any:

(a)   change in Seller’s, the Company’s or Okeechobee Egg’s authorized or issued equity interests; grant of any option or right to purchase equity interests of Seller, the Company or Okeechobee Egg; issuance of any security convertible into such equity interests; grant of any registration rights; purchase, redemption, retirement or other acquisition by Seller, the Company or Okeechobee Egg of any such equity interests or declaration or payment of any dividend or other distribution or payment in respect of any such equity interests;

(b)   change in the assets, liabilities, financial condition or operating results of the Business or the Company from that reflected in the Interim Balance Sheet, except in the Ordinary Course of Business;

(c)   amendment to the Organizational Documents of Seller, the Company or Okeechobee Egg;

(d)   payment or increase by Seller, the Company or Okeechobee Egg of any bonuses, salaries, or other compensation to any member, manager, director, officer or (except in the Ordinary Course of Business and consistent with past practices) employee or entry into any employment, severance, or similar Contract with any director, manager, officer, or employee;

(e)   adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other Plan for or with any employees of the Company or Okeechobee Egg;

(f)   damage to or destruction or loss of any asset or property of the Company or Okeechobee Egg, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company or Okeechobee Egg;

(g)   entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least $10,000;

(h)   sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company or Okeechobee Egg or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of the Company or Okeechobee Egg, including but not limited to the sale, lease, or other disposition of any of the Intellectual Property Assets;

(i)   cancellation or waiver of any claims or rights with a value to the Company or Okeechobee Egg in excess of $10,000;

(j)   agreement, whether oral or written, by the Company or Okeechobee Egg to do any of the foregoing;

(k)   resignation or termination of employment of any key employee of Seller, the Company or Okeechobee Egg; and Seller, the Shareholders and the Company, to the best of their Knowledge, do not know of the impending resignation or termination of employment of any such employee; or

(l)   receipt by Seller, the Company or Okeechobee Egg of notice that there has been a loss of, or material order cancellation by, any major customer of Seller or the Company.

(a)   Part 2.14 of the Disclosure Letter contains a complete and accurate list, and Seller has delivered to Buyer true and complete copies, of:

Part 2.14(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including but not limited to, the name, date and parties to the Contracts.

(b)   Except as set forth in Part 2.14(b) of the Disclosure Letter, other than any being assigned to the Company by Seller immediately prior to the date of this Agreement, Seller (and no Related Person of Seller) does not have any rights under, and Seller does not have any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company or Okeechobee Egg.

(c)   Except as set forth in Part 2.14(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 2.14(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(d)   Except as set forth in Part 2.14(d) of the Disclosure Letter:

(e)   Except as set forth in Part 2.14(e) of the Disclosure Letter, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.

(f)   The Contracts relating to the sale, design, marketing, production or provision of products or services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Except as set forth in Part 2.15 of the Disclosure Letter:

(a)   Seller, the Company and Okeechobee Egg are, and at all times have been, in compliance with, and have not been and are not in violation of or liable under, any Environmental Law. Neither Seller, the Shareholders, the Company nor Okeechobee Egg has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held to be responsible received, any actual or, to the Knowledge of Seller, the Shareholders or the Company, Threatened order, notice, or other communication from (i) any Governmental Body, or (ii) the current or prior owner or operator of any Facilities, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or, to the Knowledge of Seller, the Shareholders and the Company, Threatened obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities with respect to any of the Facilities or any other properties or assets (whether real, personal, or mixed) in which Seller or the Company has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used, or processed by Seller, the Company, or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled, or received.

(b)   There are no pending or, to the Knowledge of Seller, the Shareholders and the Company, Threatened claims, Encumbrances, or other restrictions of any nature, resulting from any Environmental, Health, and Safety Liabilities or arising under or pursuant to any Environmental Law, with respect to or affecting any of the Facilities or any other properties and assets (whether real, personal, or mixed) in which Seller or the Company has an interest and which is attributable to Seller, the Company or any person for whose conduct they are responsible.

(c)   To the Knowledge of Seller, the Shareholders or the Company, neither Seller, the Shareholders nor the Company has any reasonable basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible, received, any citation, directive, inquiry, notice, Order, summons, warning, or other communication from (x) any Governmental Body, including those administering or enforcing any Environmental Law, or (y) the owner of any real property or other facility that relates to Hazardous Activity, Hazardous Materials, or any alleged, actual, or potential violation or failure to comply with any Environmental Law, or of any alleged, actual, or potential obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities with respect to any of the Facilities or any other properties or assets (whether real, personal, or mixed) in which Seller or the Company had an interest, or with respect to any property or facility to which Hazardous Materials generated, manufactured, refined, transferred, imported, used, or processed by Seller, the Company or any other Person for whose conduct they are responsible, have been transported, treated, stored, handled, transferred, disposed, recycled, or received.

(d)   Neither Seller nor the Company, or any other Person for whose conduct they are or may be held responsible, has any Environmental, Health, and Safety Liabilities with respect to the Facilities or, to the Knowledge of Seller, the Shareholders and the Company, with respect to any other properties and assets (whether real, personal, or mixed) in which Seller or the Company (or any predecessor), has or had an interest.

(e)   There are no Hazardous Materials present on or in the Environment at the Facilities, including but not limited to any Hazardous Materials contained in barrels, above or underground storage tanks, landfills, land deposits, dumps, equipment (whether moveable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water, sumps, or any other part of the Facilities or such adjoining property, or incorporated into any structure therein or thereon, except for: (i) Hazardous Materials contained in consumer products normally utilized for cleaning and maintenance purposes; or (ii) other Hazardous Materials which are contained in the raw materials or equipment utilized by Seller or the Company in the Ordinary Course of Business. Neither Seller, the Company nor any other Person for whose conduct they are or may be held responsible, or, to the Knowledge of Seller, the Shareholders and the Company, any other Person, has permitted or conducted, or is aware of, any Hazardous Activity conducted with respect to the Facilities or any other properties or assets (whether real, personal, or mixed) in which Seller or the Company has or had an interest except in full compliance with all applicable Environmental Laws.

(f)   There has been no Release or, to the Knowledge of Seller, the Shareholders and the Company, Threat of Release, of any Hazardous Materials at or from the Facilities or at any other locations where any Hazardous Materials were generated, manufactured, refined, transferred, produced, imported, used, or processed from or by the Facilities, or from or by any other properties and assets (whether real, personal, or mixed) in which Seller, the Company or Okeechobee Egg has or had an interest, whether by Seller, the Company or any other Person.

(g)   Seller has delivered to Buyer true and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed or initiated by Seller or the Company pertaining to Hazardous Materials or Hazardous Activities in, on, or under the Facilities, or concerning compliance by Seller, the Company or any other Person for whose conduct they are or may be held responsible, with Environmental Laws.

(h)   At least seven days prior to Closing, the Company shall deliver to Buyer a phase 1 environmental survey from a company acceptable to Buyer showing the Company’s real property to be in such environmental condition as to be acceptable to Buyer. Such survey shall be addressed to Buyer and such other parties as Buyer may subsequently designate.

(a)   Except as set forth in Part 2.16(a) of the Disclosure Letter (i) neither Seller, the Company nor Okeechobee Egg is a party to or bound by any union contract, collective bargaining agreement, employment contract, independent contractor agreement, consultation agreement, or other similar type of Contract; (ii) neither Seller, the Company nor Okeechobee Egg has agreed to recognize any union or other collective bargaining unit; (iii) no union or collective bargaining unit has been certified as representing the employees of Seller, the Company or Okeechobee Egg; and (iv) no organizational attempt has been made or, to the Knowledge of Seller, the Shareholders and the Company, threatened by or on behalf of any labor union or collective bargaining unit with respect to any employees of Seller, the Company or Okeechobee Egg. Neither Seller, the Company nor Okeechobee Egg has experienced any labor strike, dispute, slowdown, stoppage, or other material labor difficulty during the three years immediately preceding the Closing Date. To Seller’s, the Shareholders’ and the Company’s Knowledge, Seller, the Company and Okeechobee Egg are in compliance with all federal, state or other applicable laws, domestic or foreign, relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, occupational safety and health, and plant closing. To Seller’s, the Shareholders’ and the Company’s Knowledge, neither Seller, the Company nor Okeechobee Egg is liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements.

(b)   Part 2.16(b) of the Disclosure Letter sets forth a true, correct, and complete list of all employees of the Company and Okeechobee Egg, the rate of all regular, bonus, and special compensation payable to each such person in any and all capacities, and any regular, bonus, or special compensation that will be payable to each such person in any and all capacities as of the Closing Date other than the then current accrual of regular payroll compensation. Except as set forth in Part 2.16